Your Directors are pleased to present the 41^st Annual Report together with the Audited
Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

The summarized financial results of the Company during the year under review are as under:-

(Amount Rs. in Lakhs)

DIVIDEND

In view of the brought forward losses, the Directors regret their inability to recommend Dividend
for the Financial Year under review.

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the General
Reserve for the year under review.

PERFORMANCE REVIEW & OUTLOOK

The Company posted Total Revenue of Rs. 47.58 Lakhs in the Financial Year ended on 31^st
March, 2024 as compared to Rs.52.88 Lakhs in the Financial Year ended on 31^st March, 2023
and Net Profit After Tax of Rs. 7.81 Lakhs in the Financial Year ended 31^st March, 2024 as
compared to Rs.21.08 Lakhs in the Financial Year ended on 31^st March, 2023. Industry trends
and its future prospects have been summed up in the Management Discussion and Analysis
Report which forms part of this report.

STATUTORY STATEMENTS

(i) Share Capital

The Paid up Equity Share Capital as on 31st March, 2024 stood at X 1,10,627310/-
comprising of 11062731 Equity Shares of X 10/- each. During the year under review, the
Company has neither issued any shares with differential voting rights nor granted stock
options nor sweat equity.

The Shareholding of Directors of the Company (including Promoter Director) is given in
the Corporate Governance Report forming part of this report.

(ii) No. of meeting(s) of the Board

During the year under review, four (4) Board Meetings were convened and held. The
details of such Board Meeting(s) are given in the Corporate Governance Report, which
forms an integral part of the Board's Report.

(iii) Committees of the Board

The Company has several Committees which have been established in compliance with
the requirement of the relevant provisions of applicable laws and statutes. As on 31^st
March, 2024, the Board has four committees namely, Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Risk Management
Committee. A detailed note on the composition of the Committees is provided in the
Corporate Governance Report, which forms an integral part of the Board's Report.

(iv) Public Deposits

During the Year under review, Company has not accepted any Deposits from the Public
under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

(v) Significant and other material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts or Tribunal
during the year under review which has an impact on the Going Concern status and
Company's operations in the future.

(vi) Particulars of Loans, Guarantees or Investments under Section 186

The principal business activity of the Company is to undertake financial services, investing
and dealing in various kinds of securities. Details of Loans, Guarantees and Investments
made by the Company in the ordinary course of its business are given in the notes to the
Financial Statements.

(vii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with
Rules 8 of the (Accounts) Rules 2014 in respect of conservation of energy and technology
absorption are not applicable to your Company.

The total foreign exchange earnings during the year under review and previous period
is NIL and total foreign exchange out go during the year under review and the previous
period is NIL.

(viii) Change in the Nature of Business

There is no change in the nature of business of the Company during the year under
review.

(ix) Maintenance of cost records

The nature of Company's business / activities is such that maintenance of cost records
under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

(x) Material Changes and Commitments

No material changes and commitments have occurred between the end of the financial
year to which the Financial Statements relate and date of this report, affecting the
Financial Position of the Company.

(xi) Reporting of frauds by the Auditors

No fraud has been noticed or reported by the Statutory Auditor's during the course of their
Audit.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is not having any Subsidiary, Joint Venture and Associate Companies during the
year under review.

The Company also has a Policy for Determining Material Subsidiaries in compliance with the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
said Policy is available on the website of the Company having following web-link,

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report;
a Report on the Corporate Governance together with the Compliance Certificate from the
Company's Statutory Auditor's confirming compliance(s) forms an integral part of this report.

WHISTLE BLOWER POLICY -VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to
the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the
Company has been established. The Whistle Blower Policy duly approved by the Board of
Directors is available on the website of the Company having following web link,

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html
RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were
on arm's length basis and were in the ordinary course of business. The Audit Committee has
accorded its omnibus approval for the said transactions. The Company has not entered into any
materially significant Related Party Transaction under Sec 188 of the Companies Act, 2013.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the Directors has any
pecuniary relationships or transactions vis-^-vis the Company.

The Company has a Policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act, 2013, the
Rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is available on the website of the Company having
following web-link,

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitive
information and to prevent misuse of such information. The Company is committed to
transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws
and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting
of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct
lays down guidelines and procedures to be followed and disclosures to be made while dealing
with the Shares of the Company, as well as the consequences of violation. The Code of Conduct
has been formulated for prevention of Insider Trading and to maintain the highest standards of
dealing in Company Securities.

Further, the Policy and procedure for inquiry in case of leak of unpublished price sensitive
information or suspected leak of unpublished price sensitive information have been framed in
line with the provisions of the Insider Trading Regulations, as amended.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on
12^th February, 2016 has adopted a Policy for Preservation of Documents & Archival thereof,
classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the
relevant transactions.

The said Policy is available on the Website of the Company having following web link,

http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/index.html

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

In terms of RBI's Scale Based Regulations (SBR) effective from 01^st October, 2022, the Board
of Directors has adopted the Risk Management Policy which sets out the framework for the
management of risks faced by the Company in the conduct of its business to ensure that all
business risks are identified, managed and monitored. The contents of Risk Management Policy
have been included in Management Discussion and Analysis forming part of this report.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy
on prevention, prohibition and redressal of Sexual Harassment at Workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Internal Complaint Committee comprises of following members:

i. *Mrs. Radhika Khurana, Presiding Officer (Company Secretary - HB Estate Developers
Limited)

ii. Mrs. Madhu Suri, Member (Working in the Delhi Legal Services Authority as a Counsellor)

iii. Mr. Anil Goyal, Member (Managing Director)

iv. Ms. Sonali Sharma, Member (Company Secretary)

*Appointed w.e.f. 21^st December, 2023

The Company conducted a session for the women employees to make them aware about the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made there under and the provisions of Internal Complaint Policy
of the Company.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is provided in the Corporate Governance Report which forms an
integral part of the Board's Report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the nature of its business, the
size and complexity of its operations and such internal financial controls with reference to the
Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the
Management Discussion and Analysis, which forms a part of the Annual Report.

AUDITORS OF THE COMPANY

a) Statutory Auditors

The Shareholders in the 39^th AGM held on 22^nd September, 2022 had appointed 'N. C.
Agarwal & Associates', Chartered Accountants, Delhi (FRN 003273N) as the Statutory
Auditors for a term of five (5) consecutive years i.e. from the conclusion of the 39^th Annual
General Meeting to the conclusion of 44^th AGM to be held in the year 2027.

There are no qualifications, reservation, adverse remark, observations, comments
or disclaimer given by the Auditors in their Report. The Report given by the Statutory
Auditors on the Financial Statements of the Company for the Financial Year 2023-24, is
part of the Annual Report and self-explanatory.

b) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has re-appointed 'Marv & Associates LLP',
Chartered Accountants, New Delhi for the Financial Year 2023-24 to perform the duties of
the Internal Auditors of the Company and their report is reviewed by the Audit Committee
on quarterly basis.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed Mr. Dikshant Malhotra, Proprietor, Dikshant Malhotra & Associates', Company
Secretary in Practice to undertake the Secretarial Audit of the Company Practice for the
financial year 2023-24. The Secretarial Audit Report is enclosed as a part of this report as
“ANNEXURE - I”.

The Secretarial Auditors have not made any qualification, reservation or adverse remark
or disclaimer in his Secretarial Audit Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Appointment / Re-appointment / Resignation of Directors and KMP

During the year, Mr. Lachmi Narain Malik (DIN:00481449) ceased to be Director of the
Company with effect from 21st December, 2023, due to his sudden demise and Mr. Vinay
Shukla has been appointed as an Additional Director w.e.f. 22^nd December, 2023 to fill
such casual vacancy.

The directors, on behalf of the Company placed on record their appreciation for help,
guidance and contribution made by him during his tenure as Director of the Company. The
Directors pay its heartfelt condolences to the entire family of Mr. Lachmi Narain Malik.
During the year, the Members approved the following appointment and re-appointment of
Directors through Postal Ballot :

• Re-appointment of Mr. Anil Goyal (DIN: 00001938) as Managing Director of the
Company for a another-term of five years from 17^th May, 2024 upto 16^th May, 2029.

• Appointment of Mr. Vinay Shukla (DIN: 00401966) as an Independent Director for a
first consecutive term of five years from 22^nd December, 2023 upto 21^st December,
2028.

• Re-appointment of Mrs. Sapna Khandelwal (DIN: 07241162) as an Independent
Director for a second consecutive term of five years from 30^th May, 2024 upto 29^th
May, 2029.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Goyal (DIN:
00001938), Managing Director, shall retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. The Board of Directors
recommends his re-appointment to the Shareholders.

The information on the Particular of Director eligible for Appointment / Re-appointment
in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India has been provided in the Notes to the Notice convening the Annual
General Meeting.

(b) Declaration by Independent Directors

The Company has received declarations from all the Independent Director(s) confirming
that they meet with the criteria of Independence as prescribed both under Section 149(6)
of the Companies Act, 2013 and under Regulation 16(1)(b), 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

(c) Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has approved a Policy for selection, appointment & remuneration including
criteria for determining qualifications, positive attributes of Directors, Key Managerial
Personnel (KMP) and Senior Management employees of the Company.

Brief outline / salient features of the Nomination and Remuneration Policy are as
follows:

> Nomination and Remuneration Committee has been empowered inter-alia to carry
out the following functions:

• Identification and selection of persons for appointment as Director, KMP or
at Senior Management level considering their qualification, experience and
integrity.

• Determining the appropriate size, diversity and composition of the Board.

• Developing a succession plan for the Board and Senior Management of the
Company.

• To recommend all remuneration, in whatever form, payable to senior
management.

• Considering and determining the remuneration based upon the performance
to attract retain and motivate members of the Board.

• Approving the remuneration of the Senior Management including KMPs of
the Company.

• Evaluation of performance of the Board, its committees, individual directors
and Senior Management Personnel on yearly basis.

• To extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent
Directors

> Executive Directors / Managing Director are paid remuneration as per applicable
provisions of the Companies Act, 2013 and rules made there under.

> Non-Executive Directors are paid sitting fees for attending each meeting of the
Board of Directors and the Committees constituted by the Board. The sitting fee for
each meeting of Board of Directors and the Committee of Directors has been fixed
by the Board of Directors within the overall ceiling laid down under the Companies
Act, 2013.

The complete Nomination and Remuneration Policy of the Company is available on
the website of the Company having following web link:
http://www.hbleasing.com/Investor%20Information/Corporate%20Governance/
index.html

(d) Board Diversity

The Company recognizes the importance and benefits of having the diverse Board to
enhance quality of its performance. It will enhance the quality of the decisions made by
the Board by utilizing the different skills, qualification, professional experience, gender,
knowledge etc. of the members of the Board, necessary for achieving sustainable and
balanced growth of the Company.

The Board of Directors on the recommendations of the Nomination and Remuneration
Committee has adopted a Policy on Diversity of Board of Directors in terms of Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(e) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out an Annual performance evaluation of its own performance and of
all the Directors individually as well as the evaluation of the working of Audit, Nomination
& Remuneration and other Compliance Committees. The manner in which the evaluation
has been carried out is explained in the Corporate Governance Report.

The Independent Directors also in their meeting held on 08^th February, 2024 reviewed the
performance of Non-Independent Directors, the Board as a whole and the Chairman on
the basis of structured questionnaire covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and its Committees, execution and
performance of specific duties, obligations and governance. They also assessed the
quality, quantity and timeliness of flow of information between the Management of the
Company and the Board. The Independent Directors expressed Non-Independent
Directors are devoting their time, energy and expertise towards the progress of the
Company and the Chairman with his rich expertise has guided the directors in their
performance towards the progress of the Company.

(f) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars of
Employees

The Company has one Executive Director, Mr. Anil Goyal. No remuneration is paid to
him as he holds the office of the Managing Director of HB Portfolio Limited and opts to
draw his remuneration from HB Portfolio Limited. The Non-Executive Directors are paid
only sitting fees for attending the meeting of the Board of Directors and the Committees
constituted by the Board.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of
the Company as on 31st March, 2024, furnished hereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year; & the percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year.

*Mr. Lachmi Narain Malik ceased to be Director w.e.f. 21^st December, 2023, due to his
sudden demise.

**Mr. Vinay Shukla was appointed as an Independent Director on 22^nd December, 2023

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board
of Directors and the Committees constituted by the Board.

(iii) The increase in the median remuneration in current financial year as compared to
previous financial year: 23%

(iv) There are two permanent employees on the rolls of Company as on 31^st March,
2024.

(v) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration: No Increase

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

(vii) Statement of particulars of employees pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March,
2024:

a) Details of top ten employee in terms of remuneration drawn as on 31^st March, 2024:

Note: There are total 2 employees, details of which is given hereinabove.

b) Details of the Employees, who were in receipt of remuneration aggregating Rs.
1,02,00,000/- or more per annum: None

c) Details of the Employees, who were employed for part of the financial year and was
in receipt of remuneration not less than Rs. 8,50,000/- per month: None

d) Details of the Employees, who were employed throughout the financial year or part
thereof, was in receipt of remuneration in that year which, in the aggregate, or as
the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by himself or along
with his spouse and dependent children, not less than two percent of the equity
shares of the Company: None

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

The Annual Return (Form MGT-7) is available on the website of the Company having following
https://www.hbleasing.com/Investor%20Information/Annual%20Returns/Returns%20PDF/AnnualReturn2024.pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no pending proceeding or application has been made under the Insolvency and
Bankruptcy Code, 2016.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

The requirement to disclose the details of difference between amount of the valuation done
at the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (3) & (5) of Section 134 of the Companies Act, 2013, it is hereby stated

that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

b) the Directors have selected such Accounting Policies and applied them consistently and
made judgments and estimates, that are reasonable and prudent so as to give a true and
fair view of the State of Affairs of the Company at the end of the Financial Year and of the
Profit or Loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively;
and

f) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors wish to thank and acknowledge the co-operation, assistance and support

extended by the Banks, Company's Shareholders and Employees.

For and on behalf of the Board
HB Leasing and Finance Company Limited

Sd/-

LALIT BHASIN

Place: Gurugram (Chairman)

Date: 17^th May, 2024 DIN: 00002114